Currently over half of the counties in the United States are experiencing an absolute decline in population. If the recent declines in fertility continue depopulation may extend to even more areas in the near future. Despite the extent and long history of depopulation there exists almost no body of research documenting the nature and consequences of decline. In the proposed study we plan to determine the the actual demographic conditions that produce population decline. Using an already prepared data file we will see how decline occurs with a special emphasis on the temporal dimension. Besides the particular demographic conditions that initiate depopulation we will examine the longer run demographic consequences of decline. A model of demographic changes in depopulation is developed in which initial depopulation occurs because of outmigration and this leads to changes which lower fertility, raise mortality and thereby create natural decrease. The hypothesis is that once depopulation begins it tends to be perpetuated over a considerable period.